Current Report Filing (8-k)
March 31 2023 - 6:11AM
Edgar (US Regulatory)
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2023-03-31
2023-03-31
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2023-03-31
2023-03-31
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2023-03-31
2023-03-31
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PRSR:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2023-03-31
2023-03-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 31, 2023
PROSPECTOR CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-39854 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS. Employer
Identification No.) |
1250 Prospect Street, Suite 200
La Jolla, CA 92037
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (858) 449-9643
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant |
|
PRSRU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
PRSR |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
PRSRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02 Non-Reliance on Previously
Issued Financial Statements or Related Audit Report or Completed Interim Report.
In connection with the consummation
of the initial public offering (“IPO”) of Prospector Capital Corp. (the “Company”) in January 2021, the Company
recognized a liability for $11,375,000 in deferred underwriting commissions payable to Goldman Sachs & Co LLC (“GS”) under
the underwriting agreement between the Company and GS entered into in connection with the IPO that was contingent upon the Company closing
an initial business combination. On June 30, 2022, GS irrevocably waived its rights to the deferred underwriting commissions due under
the underwriting agreement in connection with the initial public offering. The Company did not record this transaction in its June 30,
2022 and September 30, 2022 interim financial statements. Upon review and analysis, management concluded that the Company should have
recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit as of June 30, 2022.
As a result, on March 29,
2023, the Company’s management concluded that the Company’s previously issued unaudited financial statements for the three
and six months ended June 30, 2023 and for the three and nine months ended September 30, 2022 included in its Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022 and November 14, 2022, respectively, should
no longer be relied upon and that it is appropriate to restate the financial statements included in the Form 10-Qs to account for the
extinguishment of the contingent liability as a credit to shareholders’ deficit as of June 30, 2022. Accordingly, the Company will
reflect the necessary adjustments in its audited financial statements and related notes for the year ended December 31, 2022 to be included
in its Annual Report on Form 10-K to be filed with the SEC.
The Company’s management
has discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent registered public accounting firm,
WithumSmith+Brown, PC.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PROSPECTOR CAPITAL CORP. |
|
|
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By: |
/s/ Derek Aberle |
|
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Name: |
Derek Aberle |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
Date: March 31, 2023 |
|
|
2
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